Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. On the Closing Date, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this §19Section 14.21. On This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references to Each of the “Loans” (as defined in the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and Agreement) advanced by the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Existing Lenders and the Administrative Agent reserve all of their rights outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and each of the Guarantors hereby obligates itself again as defined in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on at the Closing Datetimes set forth herein. Commencing on As of the Closing Date, the Commitment Fees and all other fees hereunder Existing Letters of Credit shall be payable by deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementhereby affirm their respective obligations thereunder.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Loan Agreement in its entirety, except as otherwise provided in this §19Section 14.21. On This Agreement constitutes an amendment and restatement of the Closing Existing Loan Agreement effective from and after the Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or any other Secured Party under the Existing Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Effective Date, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Loan Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Loan Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references to The “Term Loan” (as defined in the Existing Credit Agreement Loan Agreement) advanced by the “Lenders” (as defined in any the Existing Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement Agreement) and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights outstanding under the Existing Credit Loan Agreement and each immediately prior to the effectiveness of this Agreement shall continue to be a portion of the Guarantors hereby obligates itself again in respect of Term Loan advanced by the Lenders hereunder, provided that all present and future Obligations underinterest, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Loan Agreement through the Closing Effective Date shall be calculated as of the Closing Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Effective Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the "Security Documents" (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” ("WC Loans" as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the "Revolver Loans" as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender's Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any "WC Loans" or "Revolver Loans" outstanding under the Prior Credit Agreement on the Closing Date which are "Eurocurrency Rate Loans" (as defined under the Prior Credit Agreement) (each, a "Converted Loan") be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked "Substituted" or "Cancelled", as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided otherwise in this §19Section 11.19. On This Agreement constitutes an amendment and restatement of the Existing Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to Lender under the Existing Agreement or evidence the repayment of any indebtedness or other obligations thereunder. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Agreement and re-evidences the obligations of Borrowers outstanding thereunder, secured by the Security Documents. As of the Closing Date, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references to Each of the “Loans” (as defined in the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights Agreement) advanced by Lender under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, outstanding under the Existing Credit AgreementAgreement immediately prior to the effectiveness of this Agreement shall continue to be Loans hereunder, as amended and restated by this Agreement. All interest and provided that all interest, fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.(SIGNATURES TO FOLLOW)

Transitional Arrangements. On the Closing Date, this This Agreement shall amend, supersede and amend and restate and supersede the Existing Prior Credit Agreement in its entirety, except as provided in this §19Section 11.24 and Section 2.03(s), and this Agreement shall not constitute a novation of the obligations and liabilities of the parties under the Prior Credit Agreement. On At the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Prior Credit Agreement and the other “Loan DocumentsRevolving Notes” (as defined in the Existing Credit Agreement) therein shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Revolving Notes; provided, however, that (x) any of the “Loans” (as defined in the Prior Credit Agreement) outstanding under the Prior Credit Agreement and not prepaid at the Closing Date shall, for purposes of this Agreement, be Loans Documents. All references hereunder, and (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Prior Credit Agreement in or any other Loan 152 Document or other document or instrument delivered affect the relative priorities thereof, in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and each case to the extent necessary, the Lenders in force and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated effect thereunder as of the Closing Date (pro rated Date, except as modified hereby or by documents, instruments and agreements executed and delivered in the case of any fractional periods)connection herewith, and shall be paid on the Closing Date. Commencing on the Closing Dateall of such rights, the Commitment Fees duties and all other fees hereunder shall be payable obligations are assumed, ratified and affirmed by the Borrowers to Borrower and the Administrative other Loan Parties. [Remainder of page intentionally left blank] [Signature page of Credit Agreement] AMERESCO ASSET SUSTAINABILITY GROUP LLC AMERESCO CT LLC AMERESCO DELAWARE ENERGY LLC AMERESCO EVANSVILLE, LLC AMERESCO HAWAII LLC AMERESCO INTELLIGENT SYSTEMS, LLC AMERESCO LFG HOLDINGS LLC AMERESCO NAVY YARD PEAKER LLC AMERESCO PALMETTO LLC AMERESCO SOLAR, LLC AMERESCO SOLAR NEWBURYPORT LLC AMERESCO XXXXXXXX LLC SELDERA LLC SOLUTIONS HOLDINGS, LLC By: Ameresco, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Hole Name: Xxxxxxx Xxxxx Hole Title: Treasurer, Senior Vice President and Chief Financial Officer AMERESCO SOLAR – PRODUCTS LLC AMERESCO SOLAR – SOLUTIONS LLC AMERESCO SOLAR – TECHNOLOGIES LLC By: Ameresco Solar LLC, its sole member By: Ameresco, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Hole Name: Xxxxxxx Xxxxx Hole Title: Treasurer, Senior Vice President and Chief Financial Officer [Signature page of Credit Agreement] AGENT BANK OF AMERICA, N.A., as Agent for the account By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President [Signature page of the Lenders in accordance with this Credit Agreement.] LENDER BANK OF AMERICA, N.A., as Xxxxxx, L/C Issuer, and Swingline Lender By: /s/Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President [Signature page of Credit Agreement] LENDER FIFTH THIRD BANK By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director [Signature page of Credit Agreement] LENDER KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President [Signature page of Credit Agreement] LENDER WEBSTER BANK, N.A. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President [Signature page of Credit Agreement] LENDER PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: SVP

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Revolver Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be converted to WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be converted to Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Revolver Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurodollar Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC 173 Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On the Closing Restatement Effective Date, this Agreement shall amend, amend and restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19Section 10.21. On the Closing Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents Documents, the Existing Revolving Credit Loans shall continue as Revolving Credit Loans under this Agreement, the Existing Term Loans shall continue as Term Loans under this Agreement and the Existing Letters of Credit issued by any the L/C Issuer for the account of CAI the Borrower or any Guarantor prior to the Closing Restatement Effective Date shall be converted into continue as Letters of Credit under this Agreement Agreement, and the grant of security interest interests and Liens in the Collateral by the relevant Loan Parties Borrower and the Guarantors under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loans Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights Obligations under the Existing Credit Agreement and each the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement represents a modification of, and does not constitute a novation, satisfaction, payment or reborrowing of the Guarantors hereby obligates itself again in respect of all present and future Obligations any Obligation under, inter alia, the Existing Credit Agreement or any other “Loan Documents” (as defined in the Existing Credit Agreement), nor does it operate as amended a waiver of any right, power or remedy of the Administrative Agent, the L/C Issuer or any Lender under any “Loan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Existing Credit 140 Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be entitled to the benefits of the Existing Credit Agreement and restated by this Agreementthe Loan Parties shall unconditionally be obligated to repay the same along with any applicable interest and fees. All interest and interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Restatement Effective Date shall be calculated as of the Closing Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Restatement Effective Date. Commencing on The Loan Parties acknowledge, represent and warrant that, as of the Closing Restatement Effective Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers they have no claims, defenses or offsets with respect to the Administrative Agent for the account Existing Credit Agreement or any of the Lenders “Loan Documents” (as defined in the Existing Credit Agreement) and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other Loan Documents are valid, binding and enforceable in accordance with this Agreementthe terms thereof.

Transitional Arrangements. (a) On the Closing First Amendment Effective Date, this Agreement shall amend, restate and supersede (i) the Existing Credit Agreement credit facilities described in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced amended, supplemented and modified in their entirety by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest facilities described in the Collateral by Amended Credit Agreement, and all loans and other obligations of the relevant Loan Parties Borrowers outstanding as of the First Amendment Effective Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the other “Loan Documents” corresponding facilities described in the Amended Credit Agreement, without any further action by any Person; provided, however, that any Loans bearing interest under the LIBOR Rate Option (as defined in the Existing Credit Agreement) outstanding immediately before giving effect to this Amendment shall continue to bear interest after the First Amendment Effective Date at the applicable rate under the LIBOR Rate Option for the Interest Period (as defined in the Existing Credit Agreement) in effect for such outstanding Loan immediately before giving effect to this Amendment (and at the end of the applicable Interest Period for any such outstanding Loan, the Borrowers shall either (x) convert such Loan to bear interest under the Base Rate Option or the Term SOFR Rate Option in accordance with the terms of the Amended Credit Agreement or (y) repay such Loan in full in accordance with the terms of the Amended Credit Agreement), (ii) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the First Amendment Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) the Amended Credit Agreement and (iii) all obligations constituting “Obligations” under and as defined in the Existing Credit Agreement or any other Loan Document owing to any Lender which are outstanding on the First Amendment Effective Date and are not being paid on such date shall continue as Obligations under the Amended Credit Agreement and the other Loan Documents. For the avoidance of doubt, and any Loans first borrowed on the First Amendment Effective Date shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights bear interest under the Existing Credit Agreement and Base Rate Option or the Term SOFR Rate Option (each of as defined in the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Amended Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders ) in accordance with this the Amended Credit Agreement.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Loan Agreement in its entirety, except as otherwise provided in this §19Section 14.21. On This Agreement constitutes an amendment and restatement of the Closing Existing Loan Agreement effective from and after the Second Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or any other Secured Party under the Existing Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Second Amendment Effective Date, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Loan Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Loan Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references to The “Term Loan” (as defined in the Existing Credit Agreement Loan Agreement) advanced by the “Lenders” (as defined in any the Existing Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement Agreement) and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights outstanding under the Existing Credit Loan Agreement and each immediately prior to the effectiveness of this Agreement shall continue to be a portion of the Guarantors hereby obligates itself again in respect of Term Loan advanced by the Lenders hereunder, provided that all present and future Obligations underinterest, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Loan Agreement through the Closing Second Amendment Effective Date shall be calculated as of the Closing Second Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Second Amendment Effective Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On the Closing Date, this Credit Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Credit Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Credit Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Credit Agreement. 106 All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Credit Agreement.. 107

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement.) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement. 178

Transitional Arrangements. On the Closing Restatement Effective Date, this Agreement shall amend, amend and restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19Section 10.21. On the Closing Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents Documents, the Existing Revolving Credit Loans shall continue as Revolving Credit Loans under this Agreement, the Existing Term Loans shall continue as Term Loans under this Agreement and the Existing Letters of Credit issued by any the L/C Issuer for the account of CAI the Borrower or any Guarantor prior to the Closing Restatement Effective Date shall be converted into continue as Letters of Credit under this Agreement Agreement, and the grant of security interest interests and Liens in the Collateral by the relevant Loan Parties Borrower and the Guarantors under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loans Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights Obligations under the Existing Credit Agreement and each the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement represents a modification of, and does not constitute a novation, satisfaction, payment or reborrowing of the Guarantors hereby obligates itself again in respect of all present and future Obligations any Obligation under, inter alia, the Existing Credit Agreement or any other “Loan Documents” (as defined in the Existing Credit Agreement), nor does it operate as amended a waiver of any right, power or remedy of the Administrative Agent, the L/C Issuer or any Lender under any “Loan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Existing Credit Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be entitled to the benefits of the Existing Credit Agreement and restated by this Agreementthe Loan Parties shall unconditionally be obligated to repay the same along with any applicable interest and fees. All interest and interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Restatement Effective Date shall be calculated as of the Closing Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Restatement Effective Date. Commencing on The Loan Parties acknowledge, represent and warrant that, as of the Closing Restatement Effective Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers they have no claims, defenses or offsets with respect to the Administrative Agent for the account Existing Credit Agreement or any of the Lenders “Loan Documents” (as defined in the Existing Credit Agreement) and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other Loan Documents are valid, binding and enforceable in accordance with this Agreementthe terms thereof.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Second Amended and Restated Loan Agreement in its entirety, except as otherwise provided in this §19Section 14.21.14.22. On This Agreement constitutes an amendment and restatement of the Closing Second Amended and Restated Loan Agreement effective from and after the Third Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or any other Secured Party under the Second Amended and Restated Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Second Amended and Restated Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Third Amendment Effective Date, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Second Amended and Restated Loan Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Second Amended and Restated Loan Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references The “Term Loan” (as defined in the Second Amended and Restated Loan Agreement) advanced by the “Lenders” (as defined in the Second Amended and Restated Loan Agreement) and outstanding under the Second Amended and Restated Loan Agreement immediately prior to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to effectiveness of this Agreement and the provisions hereof. Without limiting the generality shall continue to be a portion of the foregoing and to the extent necessary, Term Loan advanced by the Lenders and the Administrative Agent reserve hereunder, provided that all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations underinterest, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Second Amended and Restated Loan Agreement through the Closing Third Amendment Effective Date shall be calculated as of the Closing Third Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Third Amendment Effective Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. On the Closing Restatement Date, this Agreement shall amend, restate and supersede amend the Existing Credit Original Agreement in its entirety, except as provided in this §19. On the Closing Restatement Date, the rights and obligations of the parties evidenced by the Existing Credit Original Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing existing Letters of Credit issued by any L/C Issuer for the account of CAI Borrower prior to the Closing Restatement Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Original Agreement and the other “Loan Documents” (as defined in the Existing Credit Original Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Loan Documents. All references to the Existing Credit Original Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Original Agreement and each of the Guarantors Guarantor hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Original Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Original Agreement through the Closing Restatement Date shall be calculated as of the Closing Restatement Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Restatement Date. Commencing on the Closing Restatement Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers Borrower to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. On If Buyer has not by Closing obtained the Closing Datenecessary government approvals for transfer or re-issuance of any Liquor License (other than with respect to any Hotel located in the State of Virginia), this Agreement then provided that Buyer has within thirty (30) days after the Effective Date filed all necessary applications for a new or transferred Liquor License, at Buyer's request Sellers shall amendcause the current holder of such Liquor License to enter into a lease, restate concession agreement or other arrangement, for a term of 180 Days (or shorter, as Buyer may elect) and supersede on other commercially reasonable terms, under which the Existing Credit Agreement applicable Liquor Operations, together with the areas within the applicable Hotel described or otherwise identified in or with respect to such Liquor License as licensed for the applicable Liquor Operations (the "Licensed Premises"), would continue to be operated under the now-existing Liquor License until the time such approvals had been granted and Buyer (or its entirety, except as provided in this §19. On designee) is able lawfully to take over the Closing Date, the rights Licensed Premises and obligations applicable Liquor Operations or expiration of the parties evidenced by the Existing Credit Agreement term whichever first occurs; provided, that, with respect to any Maryland Liquor License, no officer, director or other natural person related to Sellers shall be evidenced required to remain or become a signatory to any Maryland Liquor License if such person would thereby be exposed to personal criminal liability. Buyer shall reimburse and indemnify Sellers for any out-of-pocket costs and for any losses incurred by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by them in connection with any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documentslease, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document concession agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders arrangement entered into in accordance with this AgreementSection 7.2(c), but Buyer shall not otherwise be required to pay any amount as rent, license fee or other similar fee, whether or not the same is commercially reasonable. To the maximum extent permitted by applicable Laws, any such arrangement shall be structured so as to preserve to Buyer or Seller the economic or other benefits of the transactions contemplated by this Agreement and, in any event, so as to hold Sellers and the holder of the existing Liquor License harmless from any loss, liability or expense related to the licensed activities after Closing.

Transitional Arrangements. On the Closing Date The Administering Authority shall ensure that –  Every welfare service, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations relation to which one or more of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior funding sources listed in Schedule One contributes to the Closing Date shall funding of that service as at 31st March 2003, continues to be converted into Letters funded on existing terms from 1st April 2003 until the end of Credit the interim period, or earlier review. This will be under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documentsan interim contract, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document interim service level agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and interim arrangement between the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement administering authority and each of welfare service provider (including the Guarantors hereby obligates itself again in respect of all present and future Obligations underadministering authority itself, inter aliawhere it acts as a service provider).  the amounts payable under these interim contracts, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing interim service level agreements or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be interim arrangements are calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementthe methodology set out in [“the SP Interim Financial Package”] published by ODPM on 10 June 2002, and the service description and pricing schedules for all interim contracts, interim service level agreements, and other interim arrangements include the information specified in Schedule [2].  The interim period shall end, in relation to a particular service, on the date when a new contract (not being an interim contract, interim service level agreement or other interim arrangement which has been amended or varied) is put in place following a service review between 2003-6.  The Administering Authority may –  In consultation with the service provider amend or vary the interim contract, interim service level agreement or other interim arrangement after 1 April 2003 and prior to a service review. This is provided that the amended or varied interim contract, interim service level agreement or other interim arrangement is by mutual agreement between the parties to the interim contract, service level agreement, or other interim arrangement. SPINTLS Schedules (required for every service) The Administering Authority will use to SPIINTLS to:-  Provide Interim Contracts Key Mandatory Elements  Enable;  Transitional arrangements  The Supporting People grant amounts to be calculated  The Charging information to be consolidated  The essential audit activities to take place Charging / Means-testing Charging regime and means-testing for welfare services The administering authority shall -  Use the charging rules approved by the Commissioning Body to consider whether any service recipient who applies for relief from charges under the rules should receive such relief and to determine the level of the relief. The Administering Authority shall ensure the charging rules shall be applied on a tenure neutral basis, except in relation to any designated transitional arrangement.